Morgan Stanley Direct Lending Fund Issues $401.2M Debt Securitization

Rhea-AI Filing Summary

The registrant completed a $401.2 million term debt securitization (a collateralized loan obligation) through a newly formed issuer, selling a diversified portfolio of senior secured and second‑lien loans to that issuer while retaining all of the Subordinated Notes. BNP Paribas Securities Corp. and Morgan Stanley & Co. LLC agreed to purchase certain notes under a Purchase and Placement Agreement. The issuer may reinvest principal collections to buy replacement collateral under the collateral manager's direction through October 20, 2029, preserving initial leverage. Secured notes and loans mature on October 20, 2037; subordinated notes mature in October 2125. The secured notes are unregistered and subject to transfer restrictions. The company made customary representations and sold ownership interests to the issuer under a Master Loan Sale Agreement.

Positive

• $401.2M securitization reduces on‑balance funding needs by moving loans into an issuer
• Retention of Subordinated Notes preserves upside participation in loan performance
• Reinvestment feature through October 20, 2029 allows maintaining initial leverage and portfolio management flexibility

Negative

• Secured notes are unregistered, restricting resale and limiting liquidity for note holders
• Transfer of legal ownership to the issuer means the company no longer directly holds the portfolio assets
• Long maturities (2037 for secured notes; 2125 for subordinated) extend structural exposure horizon

Insights

Structured Finance Analyst

TL;DR: Company completed a $401.2M CLO, retaining credit risk via subordinated notes while deconsolidating collateral ownership.

The transaction moves a diversified pool of senior secured and second‑lien loans into a separate issuer funded by $401.2M of issued debt, which can improve the fund's funding profile and preserve leverage through reinvestment rights until October 20, 2029.

By retaining all Subordinated Notes, the company keeps the first‑loss position and economic exposure to credit performance while transferring legal ownership of the portfolio to the issuer; this is a common structure to monetize assets while maintaining upside/downside alignment.

The secured notes are unregistered, limiting U.S. resale options and indicating placement to qualified investors; maturities of 2037 and subordinated maturity in 2125 reflect long structural timelines that investors should note.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 17, 2025

Morgan Stanley Direct Lending Fund

(Exact name of Registrant as Specified in Its Charter)

Delaware		814-01332		84-2009506
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1585 Broadway
New York, NY		10036
(Address of principal executive offices)		(Zip Code)

1 (212) 761-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		MSDL		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On September 17, 2025 (the “Closing Date”), North Haven Private Credit CLO 1 LLC (the “2025 Issuer”), an indirect, wholly owned and consolidated subsidiary of Morgan Stanley Direct Lending Fund (the “Company”), completed a $401.2 million term debt securitization (the “2025 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirement.

On the Closing Date and in connection with the 2025 Debt Securitization, the 2025 Issuer entered into a Purchase and Placement Agreement (the “Purchase and Placement Agreement”) with BNP Paribas Securities Corp. (“BNP Paribas”) and Morgan Stanley & Co. LLC (“MS&Co”), pursuant to which BNP Paribas and MS&Co agreed to purchase certain of the notes to be issued pursuant to an indenture as part of the 2025 Debt Securitization.

The notes offered and the loans incurred by the 2025 Issuer in connection with the 2025 Debt Securitization consist of $50,000,000 in Class A-1 Loans (the “Class A-1 Loans”) pursuant to the Class A-1 Credit Agreement (as defined below), which bear interest at a rate of 3-month Term SOFR plus 1.54%, and $182,000,000 Class A-1 Senior Secured Floating Rate Notes due 2037, which bear interest at a rate of 3-month Term SOFR plus 1.54% (the “Class A-1 Notes”, and together with the Class A-1 Loans, the “Class A-1 Debt”), $16,000,000 Class A-2 Senior Secured Floating Rate Notes due 2037, which bear interest at a rate of 3-month Term SOFR plus 1.70%, (the “Class A-2 Notes”, and together with the Class A-1 Notes, the “Class A Notes”, and the Class A Notes together with the Class A-1 Loans, the “Class A Debt”), $24,000,000 Class B Senior Secured Floating Rate Notes due 2037, which bear interest at a rate of 3-month Term SOFR plus 1.90%, (the “Class B Notes”), $32,000,000 Class C Secured Deferrable Floating Rate Notes due 2037, which bear interest at a rate of 3-month Term SOFR plus 2.40%, (the “Class C Notes”), $24,000,000 Class D Secured Deferrable Floating Rate Notes due 2037, which bear interest at a rate of 3-month Term SOFR plus 3.55% (the “Class D Notes” and together with the Class A Notes, the Class B Notes and the Class C Notes the “Secured Notes”, and the “Secured Notes” together with the Class A-1 Loans the “Secured Debt”) and $73,200,000 Subordinated Notes due 2125, which do not bear interest (the “Subordinated Notes”, and together with the Secured Notes, the “Notes”, and the Notes together with the Class A-1 Loans, the “Debt”). The Company will indirectly retain all of the Subordinated Notes.

The 2025 Debt Securitization is backed by a diversified portfolio of senior secured and second lien loans. Through October 20, 2029, all principal collections received on the underlying collateral may be used by the 2025 Issuer to purchase new collateral under the direction of MS Capital Partners Adviser Inc., the Company’s investment adviser (“Investment Adviser”), in its capacity as collateral manager of the 2025 Issuer, in accordance with the Company’s investment strategy and subject to customary conditions set forth in the documents governing the 2025 Debt Securitization, allowing the Company to maintain the initial leverage in the 2025 Debt Securitization. The Secured Notes and Secured Loans are due, or mature on, October 20, 2037. The Subordinated Notes are due in October 2125.

Under the terms of the loan sale agreement entered into upon the Closing Date (the “Master Loan Sale Agreement”) that provided for the sale of assets on the Closing Date, the Company sold and/or contributed to the 2025 Issuer the remainder of its ownership interest in the portfolio company investments securing the 2025 Debt Securitization and participations for the purchase price and other consideration set forth in the Master Loan Sale Agreement. Following this transfer, the 2025 Issuer, and not the Company, holds all of the ownership interest in such portfolio company investments and participations. The Company made customary representations, warranties and covenants in these loan sale agreements.

The Secured Notes are the secured obligation of the 2025 Issuer, and the indenture governing the Secured Notes includes customary covenants and events of default. The Secured Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

The descriptions of the documentation related to the 2025 Debt Securitization contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to the underlying agreements, attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this current report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
10.1*		Indenture and Security Agreement dated as of September 17, 2025 by and between North Haven Private Credit CLO 1 LLC, as Issuer, and U.S. Bank Trust Company, National Association, as Collateral Trustee.
10.2*		Purchase and Placement Agreement dated as of September 17, 2025 by and between North Haven Private Credit CLO 1 LLC, as Issuer, BNP Paribas Securities Corp. and Morgan Stanley & Co. LLC.
10.3*		Collateral Servicing Agreement dated as of September 17, 2025 by and between North Haven Private Credit Fund CLO 1 LLC, as Issuer, and Morgan Stanley Direct Lending Fund, as Collateral Servicer.
10.4*		Master Loan Sale Agreement dated as of September 17, 2025 among Morgan Stanley Direct Lending Fund, as the Transferor and North Haven Private Credit CLO 1 LLC, as the 2025 Issuer.
10.5*		Class A-1 Credit Agreement dated as of September 17, 2025 among North Haven Private Credit CLO 1 LLC, as Borrower, and U.S. Bank Trust Company, National Association, as Loan Agent and as Collateral Trustee.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				MORGAN STANLEY DIRECT LENDING FUND
Date: September 22, 2025				By:		/s/ David Pessah
						David Pessah
						Chief Financial Officer

FAQ

What did Morgan Stanley Direct Lending Fund (MSDL) do in this filing?

The fund completed a $401.2 million term debt securitization (a CLO), selling portfolio interests to a new issuer and retaining all Subordinated Notes.

Who purchased the notes in the transaction?

BNP Paribas Securities Corp. and Morgan Stanley & Co. LLC agreed to purchase certain notes under a Purchase and Placement Agreement.

What are the key maturities in the securitization?

The Secured Notes and Loans mature on October 20, 2037, and the Subordinated Notes mature in October 2125.

Can the issuer reinvest principal collections?

Yes; through October 20, 2029 the issuer may use principal collections to purchase replacement collateral under the collateral manager's direction.

Did the company keep economic exposure to the transferred loans?

Yes; the company indirectly retains economic exposure by holding all of the Subordinated Notes.

Are the secured notes registered for U.S. resale?

No; the secured notes have not been and will not be registered under the Securities Act and are subject to transfer restrictions.